Comprehending and remembering information presented in ordinary discourse is an important, perhaps critical, activity of adults in a literate society. There is an increasing body of evidence that older adults do not do this everyday memory task as effectively as younger adults. The nature and extent of age-related differences in memory for discourse is not clearly understood, but the picture that has emerged suggests that both learner and text characteristics may play significant roles, and that the deliberate plans and goals of the learner may mediate these influences. The proposed research will use a combined individual differences and experimental approach to explore the factors that are related to adult age differences in memory for discourse. It is hypothesized that age-related changes in specific components of verbal ability will be associated with deficiencies in discourse memory, and that these relationships will be clearly seen in experimental conditions that increase the demands that are placed on the discourse-processing system. Individual differences in simple and complex components of verbal ability will be measured in younger adults (age 20-40 years) and older adults (age 60-80 years) in a series of experiments that manipulate processing demands through characteristics of the text materials and other aspects of reading conditions, including the goals of the learner. Univariate and multivariate statistical procedures will be used to test hypotheses. Additional multivariate procedures will be applied to the combined sample from all experiments to establish a set of predictors of discourse; memory that are common to all age groups or that are unique only in later life. The issue of age changes will be addressed in a longitudinal investigation (5-years) to determine if short-term changes in discourse memory can be predicted by changes in specific verbal ability components. The long-range goals of this research are to establish a known set of predictors of complex cognitive functioning in later life that may be accessible to early testing procedures and possible remediation techniques. As the population of our literate society ages, it will be increasingly important to maintain high levels of functioning in those older adults who will continue to fill necessary societal roles.